GUARANTEE TEXT FORMAT Appendix 4A A)Letter of Payment Guarantee 55550E 11.2005 Amount USDxxxxxxxxxxxxxxxxxxxxx (United State Dollars xxxxxxxx Million ) Name of beneficiary: seller name We have been informed that you concluded on the Purchasing of Gas Oil D2 a contract no. s eller name SPA ---xxxxx with Quantity of Two (2) Million Metric Ton 1 / 39
at a total price of USD USDxxxxxxx. According to the contract, payment of the goods supplied has to be secured by a Bank Guarantee or Standby Letter of Credit for the amount of USD XXXXXXXXXX. The issuance of Bank Guarantee or Standby Letter of Credit for the said amount, upon receipt, confirm and acceptance by the seller s bank, shall supersede the Letter of Payment Guarantee. (THIS TEXT FOR THE BUYER ISSUE LPG SWIFT MT799 AND SWIFT BG/SBLC MT760) Or We have been informed that you concluded on xxxxxxxxxxxxxxxxxxx a contract no xxxxxxxxxxxxxxxxxxx.with xxxxxxxxxxxxxxxxxxx for xxxxxxxxxxxxxxxxxxx at a total price of xxxxxxxxxxxxxxxxxxx. According to this contract, payment of the goods supplied, up to xxxxxxxxxxxxxxxxxxx (xxxxxxxxxxxxxxxxxxx % of the total price) has to be secured by a payment guarantee. (THIS TEXT FOR THE BUYER ISSUE LPG SWIFT MT799 AND RE -SWIFT LPG MT760) This being stated, we, buyer s bank and address, irrespective of the validity and the legal 2 / 39
effects of the above mentioned contract and waiving all rights of objection and defense arising there from, hereby irrevocably undertake to pay to you, upon your first demand, any amount up to the above mentioned maximum amount, upon receipt of your duly signed request for payment stating that you have supplied the company.. buyer.with the goods ordered, in conformity with The terms of the contract and you have not received payment at the due date of the contract, in the amount claimed under this guarantee. For the purpose of identification your request for payment must bear or be accompanied by a signed confirmation of one of our correspondent banks stating that the latter has verified your signature(s) appearing on the said request for payment. Your claim is also acceptable if transmitted to us in full by duly encoded telex /SWIFT through one of our correspondent banks confirming that your original claim has been forwarded to us by registered mail or courier service and that the said bank has verified your signature(s) appearing thereon. 3 / 39
Our guarantee is valid for 12 months from the date of issue, and expires in full and automatically, should your written request for payment or telex /SWIFT not be in our possession at our above address on or before that date, regardless of such date being a banking day or not. Our guarantee will be reduced by each payment made by us as a result of a claim. This guarantee is governed by Swiss law. Place of jurisdiction and performance is London / U.S. / Russia /Nigeria /Poland/Spain/China or where?. 4 / 39
Appendix 4B B)DRAFT PAYMENT BANK GUARANTEE HSBC HONG KONG FORMAT. DRAFT PAYMENT BANK GUARANTEE To : Named and Bank Address of the The Beneficiary. Date : Issuing Date No : Guarantee Number 5 / 39
We have been informed that..(hereinafter called the applicant ),has entered into contract no.( Contract Number) dated (Date of the Contract ) with you,for.at a total price of (The Contract Price ) Furthermore,we understand that,according to the conditions of the contract, a payment guarantee is required. At the request of the applicant,we..(name of the Bank) branch,(address of the Branch ),hereby issue th is irrevocable and transferable letter of guarantee and undertake to pay you any sum or sums not exceeding in total an amount of ( Amount In Figures) (say : Amount In Words) within 15 days (Agreed Number of Days) business days upon receipt of your first written demand stating that applicant is in branch of his breach of his payment obligation(s ) under the underlying contract and the respect in which the applicant is in breach. If the buyer fails to represent the certificate issued by SGS on unloading port,which state that the delivery goods don t meet the requirement of contract the issuing will pay any sum or sums on time. The amount of this guarantee will be automatically reduced in proportion to the sum already paid. 6 / 39
This payment guarantee shall become effective from issuing date and shall expire on(expiry Date) at the latest. Consequently,any demand for payment under it must be received by us at this office on or before that date. Upon expiry,this guarantee shall automatically become null and void whether or not its returned to us for cancellation This guarantee is subject to the uniform rules for demand guarantee,icc publication No.458. Issuing bank. Appendix 4C BANK GUARANTEE SWIFT MT799&MT760 7 / 39
NAME OF BANK: ISSUING BANK NAME ADDRESS: BANK OFFICER: BANK SWIFT CODE: ACCOUNT NAME: ACCOUNT NO: BANK INSTRUMENT: BANK GUARANTEE CUSIP NO: ISIN NO: AMOUNT: xxxxxxxxxxxxxxxxxxxxxxx (US$,000,000.00) ISSUE DATE: 8 / 39
MATURITY DATE: ONE YEAR AND 1 DAY TO: BANK NAME: RECEIVING BANK BANK ADDRESS: SWIFT CODE: TELEPHONE NO.: FASCIMILE NO.: BANK OFFICER: ACCOUNT NAME: ACCOUNT NUMBER: BENEFICIARY: seller name 9 / 39
We Issuing Bank Name, Bank Address, represented by authorized bank officers signed below confirm with full bank responsibility that at the request of our client, Client Name, for the value received by us, hereby irrevocably and unconditionally without protest or notification promise to pay against this Bank Guarantee No.: Bank Guarantee No in favor of Beneficiary Name or assigns at maturity date the sum of US$0,000,000.00 as a contract no. seller name- SPA xxxxd(47)-000k/mtx12-r&e to Purchase Gas Oil. (United States Dollars xxx xxxxxx AND ONE HUNDRED FIFTY xxxxx Million) in the lawful currency of the United States of America upon presentation of this Bank Guarantee at our counters at Bank Address maturity date, but not later than fifteen days after the maturity date. on Such payment shall be made without set-off and clear of any deductions, charges, fees or withholdings of any nature, now or hereafter imposed, levied, collected, withheld or assessed by the government of the Issuing Bank or any political subdivision or authority thereof or herein. This Guarantee is transferable, assignable and divisible without presentation to us or payment of further fees. This Bank Guarantee is an operative instrument which is callable at the issuing bank and is subject to the Uniform Customs practice of documentary credit (1983 Revision) and shall be governed and construed by the laws of Hong Kong, European community and USA in accordance with ICC Publication 500/600 latest version, Paris France. 10 / 39
Bank Officer 1: Bank Officer 2: Authorized Signatory Authorized Signatory Name: Name: Title: Title: Code: Code: Appendix 4D DRAFT SBLC MT 760 FORMAT 11 / 39
TO: STANDBY LETTER OF CREDIT NO: AMOUNT: BENEFICIARY: seller name SWIFT CODE: WE, (Name of Issuing Bank, Branch Name, Address), HEREBY ISSUE OUR IRREVOCABLE, UNCONDITIONAL, TRANSFERABLE AND ASSIGNABLE STANDBY LETTER OF CREDIT IN FAVOUR OF 12 / 39
, BEING THE BENEFICIARY FOR THE AMOUNT EUR/USD ONLY ( /$ ) FOR FACILITIES GRANTED T O THE CLIENT, LIMITED. as a contract no. seller name- SPA xxxx-d(47)-xxxxxxk/mtx12-r&e to Purchase Gas Oil. THIS STANDBY LETTER OF CREDIT IS AVAILABLE BY PAYMENT AGAINST YOUR AUTHENTICATED SWIFT OR TESTED TELEX TO US CERTIFYING THAT THE CLIENT FAILED TO PERFORM IN ACCORDANCE WITH THE TERMS AND CONDITIONS OF THE CREDIT FACILITY AGREEMENT AND THE AMOUNT DRAWN REPRESENTS THE UNPAID BALANCE OF INDEBTEDNESS INCLUDING THE PRINCIPAL AMOUNT, INTEREST ACCRUED AND OTHER BANKING CHARGES DUE TO YOU BY THE CLIENT. WE WILL FOLLOW RECEIPT OF THE ABOVE AUTHENTICATED SWIFT WITHIN 7 WORKING DAYS TO PAY YOU THE AMOUNT SPECIFIED IN YOUR AUTHENTICATED SWIFT OR TESTED TELEX IN COMPLIANCE WITH THE ABOVE TERMS. 13 / 39
THIS STANDBY LETTER OF CREDIT WILL COME INTO EFFECT ON AND EXPIRE ON AT THE COUNTER OF (ISSUING BANK NAME AND ADDRESS ). MULTIPLE DRAWINGS ARE ALLOWED. ALL BANKING CHARGES ARE FOR ACCOUNT OF THE CLIENT. THIS STANDBY LETTER OF CREDIT IS SUBJECT TO THE UNIFORM CUSTOMS AND PRACTICE FOR DOCUMENTARY CREDIT (199 3 REVISION) INTERNATION AL CHAMBER OF COMMERCE PUBLICATION NO. 600. OR BY FFDLC ONLY 14 / 39
Appendix 5 FORMAT OF THE FULLY FUNDED REVOLVING DOCUMENTARY LETTER OF CREDIT. (RDLC) SWIFT MT700 ONLY (NOT SWIFT MT799 OR MT760) -Local Swift Acks-..Insurance type and Transmission Notification (Transmission) of Original Sent to SWIFT 15 / 39
Network Delivery Status : Priority / Delivery : Normal Message Input Reference: Message Header. Swift: Issue of a Fully Funded Revolving Letter of Credit Sender APPLICANTS BANKER'S DETAILS Receiver:.Message Text 27: Sequence of total 1/1 40A: Form of Automatically Revolving Letter of Credit 16 / 39
FULLY FUNDED, IRREVOCABLE, TRANSFERABLE, DIVISIBLE AND CONFIRMED, REVOLVING 20: Letter of Credit Number: XXXXXXX 31C: Date of Issue: 31D: Date and place of expiry TWELVE (12) MONTHS AND FIFTEEN (15) DAYS FROM DATE OF ISSUE 1. Expiration. This Letter of Credit is effective and expires at 5:00 p.m GMT, on the earliest to occur of: (a) The payment by us to the Beneficiary of the drawing available to be made under this 17 / 39
Letter of Credit; or (b) Month, xx2009 (the Expiry Date ). In the event that the Expiry Date is not Business Day (as hereinafter defined), then this Letter of Credit shall expire on the next succeeding Business Day. 52D: Issuing Bank of Original D/C Name & Address Bank Name: City: Country: Account Name: Account Number: Swift Code: 18 / 39
Telephone: Fax: Bank Officer: Telephone: 50: APPLICANT DETAILS: Company Name: Address: Tel: Fax: 59: Beneficiary: seller name Company Name: seller name 19 / 39
Address: TBA Tel: TBA Fax: TBA 32B: Currency Code Amount: Currency: USD (US DOLLAR) Total Amount: $XXXXX USD (FULL CONTRACT VALUE) Monthly: $XXXXX USD Revolving 12 Times 39A: Percentage Credit Amount Tolerance * +/- 2 41A: Available with / by -Swift Address IF CONFIRMED THEN NEGOTIATION RESTRICT TO CONFIRMING BANK 20 / 39
42P: Payment Details 100 PCT AT SIGHT 45A: Description of Goods and / or Services ALL DETAILS ARE AS PER CONTRACT Number DATED.2008 47A: ADDITIONAL CONDITIONS THE APPLICANT ISSUES IN FAVOR OF THE BENEFICIARY seller name, THIS OPERATIVE REVOLVING LETTER OF CREDIT FOR THE QUANTITY OF Twelve Million MT (+/-2) of D2 Gas Oil, VALUED AT USD $ XXXXXX million ($0,000,000,000) (+/-2). THIS LETTER OF CREDIT WILL AUTOMATICALLY REVOLVE 12 TIMES FOR THE QUANTITY OF One Million (00,00,0000) MT (+/-2) of D2 Gas Oil FOR THE VALUE OF USD $XXXX Million (USD000,000,000) (+/-2) UNTIL THE QUANTITY OF Twelve Million MT (+/-2) 21 / 39
of D2 Gas Oil VALUED AT USD $SXXXXXX million United States Dollars (+.-2) HAS BEEN FULFILLED. THIS LETTER OF CREDIT REVOLVES FOR USD $XXXX Million (+/-2) AND WITH FULL ASSURANCE OF USD $XXXXXUnited States Dollars (+/-2) (THE TOTAL AMOUNT OF THE CONTRACT). 71B: Charges ALL BANKING CHARGES OTHER THAN THE ISSUING BANK'S CHARGES ARE ON THE BENEFICIARY'S ACCOUNT 7: Transferability: This Letter of Credit may be transferred, assigned or negotiated in whole or in part. 49: Confirmation Instruction CONFIRM 57A: Advice Through Bank 72: Sender to Receiver Information 22 / 39
// KINDLY CONFIRM HAVING NOTIFIED AND CONFIRMED L/C TO BENEFICIARIES BY RETURN SWIFT QUOTING YOUR REFERENCE *** MUST BE ISSUED VIA SWIFT *** ALTERNATIVE PAYMENT TERM AS BELOW Appendix 6A DRAFT PRE-PAID/ADVANCED PAYMENT REVOLVING DOCUMENTARY LETTER OF CREDIT (RDLC)/DOCUMENTARY LETER OF CREDIT(DLC)FORMAT (ISSUED BY THE BUYER TO THE SELLER SUBJECT TO BUYER S BANK S APPROVAL) FROM: 23 / 39
TO: XXXXXXXX ADVISING BANK 40A/ FORM OF DOCUMENTARY CREDIT PRE-PAID VOUCHER 20/ DOCUMENTARY CREDIT NUMBER 0000XX0XX0 31C/ DATE OF ISSUE YYMMDD 31D/ DATE & PLACE OF EXPIRY YYMMDD (365days after date of confirmation & advice) 50/ APPLICANT 24 / 39
USA 59/ BENEFICIARY 32B/ CURRENCY CODE AMOUNT CURRENCY : USD (US Dollars) AMOUNT : (US Dollars Only) 39A/ PERCENTAGE CRDT AMT TOLERANCE 05/05 41D/ AVAILABLE WITH US CONFIRMING BANK BY ACCEPTANCE 42C/ DRAFT AT SIGHT FROM DATE OF B/L 42A/ DRAWEE 43P/ PARTIAL SHIPMENTS 25 / 39
ALLOWED 43T/ TRANSHIPMENT ALLOWED 44A/ ON BOARD/DISP/TAKING CHARGE 44B/ FOR TRANSPORTATION TO 44C/ LATEST DATE OF FIRST SHIPMENT YYMMDD [ days from date of confirmation & advice of this LC] 45A/ DESCP OF GOODS Gas oil L-02-62, according to GOST 305-82, instr. 1-5 26 / 39
1,250,000 MT per month UNIT PRICE: USD /MT CIF PORT (INCOTERMS 2000) 46A/ DOCUMENTS REQUIRED Signed commercial invoice in triplicate based on Bill of Lading weight covering the cargo value. 3/3 original Clean on Board marine Bills of Lading plus 4 non-negotiable copies issued or endorsed to the order of Bank, showing: Quantity per MT & /or KGs; Port of loading; Destination; Marked freight payable as per charter party or freight to pay & shipped on board ; Each originally B/L must be originally signed by master or ship s agent. Product description: Certificate of Quality issued or countersigned by independent inspector (name of inspection company) in loading port showing test result within the parameters of the specification as per Appendix No. A. 27 / 39
Certificate of Quantity issued or countersigned by independent inspector (name of inspection company) in loading port showing quantities in metric ton. Certificate of Origin, issued or signed by Chamber of Commerce showing country of Origin of Goods. Time sheet signed by MASTER & local agent. Certificate of cleanliness of ship tanks, pumps & lines issued or countersigned by loading port inspector. Ullage report. Master receipt of samples. Master receipt for documents, evidencing receipt of all documents, except commercial invoice. COPY OF CHARTER PARTY AGREEMENT TO TRANSPORT THE PRODUCTS TO port OF discharge. Original cargo insurance policy or certificate covering all listed risks issued by Lloyds or other first class insurance company for 110% of the CIF Platt value. 47A/ ADDITIONAL CONDITIONS + ALL DRAFT(S) & DOCUMENTS TO BE MADE IN ENGLISH QUOTING THIS LC NUMBER 28 / 39
& DATE OF L/C. + THIRD PARTY DOCUMENTS ACCEPTABLE. + CONFIRMING BANK: + CONFIRMING FEE IS FOR ACCOUNT OF THE BENEFICIARY OF THIS L/C. 71B/ CHARGES ALL US BANK CHARGES (INCLUDING ALL CONFIRMING ASSIGNING, ADVISING, NEGOTIATING CHARGES ETC) ARE FOR ACCOUNT OF BENEFICIARY. PLUS ADVISING BANK DISCREPANCY CHARGES ON BENEFICIARY DOCUMENTS. THESE ARE ALSO FOR THE BENEFICIARY S ACCOUNT. 48/ PERIOD FOR PRESENTATION WITHIN 30 DAYS AFTER THE DATE(S) OF SHIPMENT(S) BUT WITHIN THE VALIDITY OF THE CREDIT. 49/ CONFIRMATION INSTRUCTIONS MAY CONFIRM 29 / 39
78/ INSTRUCT TO PAY/ACCPT/NEGOT BNK + CONFIRMING BANK TO FORWARD DOCUMENTS TO ISSUING BANK IN ONE LOT BY COURIER + PAYMENT WILL BE EFFECTED BY CONFIRMING BANK AFTER CONFIRMING BANK HAS RECEIVED SHIPPING DOCUMENTS IN STRICT COMPLIANCE WITH L/C TERMS & CONDITIONS & A FAX COPY OF NOTICE OF READINESS ISSUED BY SHIPMASTER OR SHIPPING AGENT AT + A DISCREPENCY FEE OF USD150 WILL BE DEDUCTED FROM THE PROCEEDS FOR EACH SET OF DISCREPANT DOCUMENTS. + ALL DEMURAGE CHARGES INCURED AT PORT OF DISCHARGE ARE TO THE ACCOUNT OF APPLIICANT & PAYABLE BY THE CONFIRMING BANK AGAINST SHIPPING COMPANY S OR BENEFICIARY S SIMPLE INVOICE + STALE BILLS OF LADING ARE ACCEPTABLE + ANY DOCUMENTS ISSUED PRIOR TO LC ISSUANCE DATE ARE ACCEPTABLE. + UNLESS OTHERWISE STATED, THIS CREDIT IS SUBJECT TO THE UCP/DC 1993, I.C.C PUBLICATION NO.500 57A/ ADVISE THROUGH BANK BIC 30 / 39
DLC TEX /NEWP SWIFT MESSAGE - MT700 {1:F01BMSXMXMMXXXX0000000000}{2:I700SCBLTWTPXXXXN}{4: :27: SEQUENCE OF TOTAL 1/1 :40A: FORM OF DOCUMENTARY CREDIT IRREVOCABLE :20: DOCUMENTARY CREDIT NUMBER 31 / 39
:31C: DATE OF ISSUE :31D: DATE AND PLACE OF EXPIRY MBCOMXMM 070321 MEXICO :50: APPLICANT :59: BENEFICIARY :32B: CURRENCY CODE, AMOUNT USD60000,00 :39B: MAXIMUM CREDIT AMOUNT 32 / 39
NOT EXCEEDING :41A: AVAILABLE WITH...BY... BY DEF PAYMENT :42P: DEFERRED PAYMENT DETAILS: AT SIGTH :43P: PARTIAL SHIPMENTS: PROHIBITED/PROHIBIDOS :43T: TRANSHIPMENT: PROHIBITED/PROHIBIDOS :44A: LOADING ON BOARD/DISPATCH/TAKING IN CHARGE AT/FROM...ANY PORT IN.. :44B: FOR TRANSPORTATION TO... ANY PORT IN :44C: LATEST DATE OF SHIPMENT :45A: DESCRIPTION OF GOODS AND/OR SERVICES +PUROS 33 / 39
:46A: DOCUMENTS REQUIRED + 1 COPY OF DATED COMMERCIAL INVOICE SHOWING INCOTERM CIF. + 1 COPY OF PACKING LIST. + 1 COPY OF CERTIFICATE OF ORIGIN. + 2 ORIGINALS AND 3 COPIES OF OCEAN BILL OF LADING CONSIGNED AND NOTIFIED TO MARKED FREIGHT COLLECT. + BENEFICIARY'S LETTER CERTIFYING THAT ORIGINAL DOCUMENTS WERE SENT DIRECTLY TO :47A: ADDITIONAL CONDITIONS +THE BENEFICIARY MUST PRESENT AN EXTRA PHOTOCOPY OF ALL DOCS 34 / 39
REQUIERED IN THIS L/C FOR BANCO SANTANDER, S.A. FILE. +BENEFICIARY'S CONTACT :71B: CHARGES ISSUING BANK CHARGES TO BE PAID BY: APPLICANT. FOREIGN BANK CHARGES TO BE PAID BY: BENEFICIARY. :48: PERIOD FOR PRESENTATION DOCUMENTS MUST BE PRESENTED WITHIN 21 DAYS AFTER ISSUANCE OF THE TRANSPORT DOCUMENT BUT WITHIN THE VALIDITY OF THIS CREDIT :49: CONFIRMATION INSTRUCTIONS: C0NFIRM :78: INSTRUCTIONS TO THE PAYING/ACCEPTING/NEGOTIATING BANK AT MATURITY DATE WE WILL REMIT YOU FUNDS ACCORDING WITH YOUR INSTRUCTIONS, AT NEGOTIATION PLEASE SEND US YOUR AUTHENTICATED SWIFT MSG TO US CERTIFYING THAT ALL TERMS AND CONDITIONS THIS L/C HAVE BEEN COMPLIED WITH AND INFORMING DOCUMENTS AMOUNT AND MATURITY DATE. :72: SENDER TO RECEIVER INFORMATION SUBJECT TO UCP 600 PLS ACKNOW RECEI PT QUOTING YR REF NBR SEND DOC BY COURIER TO (BANK NAME AND ADDRESS - 35 / 39
DEPARTMENT) Appendix 6B The Buyer Will Provide The Text Of The Payment By MT103/23 Telegraphic Transfer Payment MT 103/23 (To be sent via bank-to-bank SWIFT MT103/23 output) (Buyer s Bank needs to provide the Text of the Telegraphic Transfer Payment MT 103/23 ) Date: 2009 To: Bank 36 / 39
Address: SWIFT Code: Account Name: seller name Account No: Phone No: From: Bank Address: SWIFT Code: Account Name: Account No: Phone: 37 / 39
By Order Of: Lessee s Code: WE, xxxxxxxxxxx hereby present out irrevocable, assignable, transferable and callable cash back SWIFT wire transfer in your favor for the account of xxxxxxxxxx and account numberxxxxxxxxxxxx in the amount of xxxxxxxxxxxxx USD/EUR xxxxxxxxxxxxx for the Payment. We hereby confirm that the funds are good, clean and cleared funds of non-criminal origin and are from a legal source. This irrevocable SWIFT is a binding fully performed due bill and is immediately callable on us for cash payment subject to the bank s instruction for the lease and delivery of the product specified below: Commodity: Currency: USD Face Value: Payment: The conditional irrevocable, divisble, assignable, transferable and callable SWIFT wire transfer is valid for five (5) banking days from the xxxxxxxxxth, day of xxxxxxx 2009 and until the xxxxxxx day of xxxxxxxxx 2010 xxxxxxxxx Central European Time (CET). 38 / 39
This operative is an operative payment and is subject to the Uniform Commercial Code As it relates to bank the credit instruments For and on behalf of (Name of Issuing Bank) Name of Bank officer (1) Name of Bank Officer (2) Title: Title: Direct Phone No: Direct Phone No: Passport No/ID No: Passport No/ID No: Authorised Signature 39 / 39